UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 12, 2006
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its charter)
South Carolina 0-11574 57-0721855
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or File Number) Identification Number)
organization)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Issuer's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Shelter Properties V Limited Partnership, a South Carolina limited partnership
(the "Registrant"), owned Old Salem Apartments, a 364-unit apartment complex
located in Charlottesville, Virginia ("Old Salem"). On January 12, 2006, the
Registrant sold Old Salem to a third party, Cheetah Investment Company, LLC (the
"Purchaser"), a Virginia limited liability company. The Purchaser paid a
purchase price of approximately $31,600,000 for Old Salem. The Registrant
continues to own and operate three other investment properties.
In accordance with the Amended and Restated Certificate and Agreement of Limited
Partnership of the Registrant, the Registrant's corporate general partner is
evaluating the cash requirements of the Registrant to determine whether any
portion of the net proceeds will be distributed to the Registrant's partners.
Item 9.01 Financial Statements and Exhibits.
(b) Pro forma financial information.
The following unaudited pro forma consolidated balance sheet and consolidated
statements of operations reflect the operations of the Registrant as if Old
Salem, Millhopper Village Apartments (previously disclosed by the Registrant on
Current Report on Form 8-K filed on December 5, 2005), Foxfire Apartments
(previously disclosed by the Registrant on Current Report on Form 8-K filed on
August 5, 2005) and The Lexington Green Apartments (previously disclosed by the
Registrant on Current Report on Form 8-K filed on July 1, 2005) had been sold on
January 1, 2004.
The pro forma financial statements do not project the Registrant's results of
operations at any future date or for any future period. This pro forma
information should be read in conjunction with the Registrant's 2004 Annual
Report on Form 10-KSB.
PRO FORMA CONSOLIDATED BALANCE SHEET
(in thousands)
September 30, 2005
All other assets $ 2,330
Investment properties, net 17,470
Total Assets $ 19,800
All other liabilities $ 951
Mortgage notes payable 18,279
Partners' capital 570
Total Liabilities and Partners' Capital $ 19,800
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per unit data)
Year Ended Nine Months Ended
December 31, 2004 September 30, 2005
Total revenues $ 5,269 $ 4,166
Total expenses 6,224 4,985
Net loss $ (955) $ (819)
Net loss per limited partnership unit $(17.99) $(15.44)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHELTER PROPERTIES V LIMITED PARTNERSHIP
(a South Carolina Limited Partnership)
By: Shelter Realty V Corporation
Corporate General Partner
By: /s/Martha L. Long
Martha L. Long
Senior Vice President
Date: January 19, 2006